Chapter VII-3 Shareholders
第七章の三 株主
Section 1 General Rules
第一節 通則
Article 52-2-11Submission of Notification on Holding of Voting Rights in a Bank
第五十二条の二の十一(銀行等の議決権保有に係る届出書の提出)
A person that holds voting rights that exceed five percent of the total shareholder voting rights in a single bank or voting rights that exceed five percent of the total shareholder voting rights in a single bank holding company (excluding national or local government or a corporation specified by Cabinet Order as equivalent to the national or local government (referred to as the "national government, etc." in Article 52-9); hereinafter referred to as a "major holder of voting rights in a bank" in this Chapter and Chapter IX) must submit a notification that states the following particulars (hereinafter referred to as a "notification on holding of voting rights in a bank" in this Chapter) to the Prime Minister, within five days (Sundays and other non-business days specified by Cabinet Order are not included; the same applies in paragraph (1) of the following Article) from the day on which the person has become the major holder of voting rights in the bank (or within the number of days specified by Cabinet Office Order, if the number of voting rights held by the person has not increased or in other case specified by Cabinet Office Order), pursuant to the provisions of Cabinet Office Order:
一の銀行の総株主の議決権の百分の五を超える議決権又は一の銀行持株会社の総株主の議決権の百分の五を超える議決権の保有者(国、地方公共団体その他これらに準ずるものとして政令で定める法人(第五十二条の九において「国等」という。)を除く。以下この章及び第九章において「銀行議決権大量保有者」という。)は、内閣府令で定めるところにより、銀行議決権大量保有者となつた日から五日(日曜日その他政令で定める休日の日数は、算入しない。次条第一項において同じ。)以内(保有する議決権の数に増加がない場合その他の内閣府令で定める場合にあつては、内閣府令で定める日以内)に、次に掲げる事項を記載した届出書(以下この章において「銀行議決権保有届出書」という。)を内閣総理大臣に提出しなければならない。
the particulars of the percentage of voting rights held (meaning the percentage arrived at when the number of voting rights that the major holder of voting rights in the bank holds, in the bank or bank holding company in which that major holder of voting rights in the bank holds voting rights that exceeds five percent of the total shareholder voting rights, is divided by the total shareholder voting rights in that bank or bank holding company; hereinafter the same applies in this Chapter), the particulars of funds for acquisition, the purpose of holding the voting rights, and any other particulars specified by Cabinet Office Order as material particulars of voting rights held in a bank or bank holding company;
議決権保有割合(銀行議決権大量保有者の保有する当該銀行議決権大量保有者がその総株主の議決権の百分の五を超える議決権の保有者である銀行又は銀行持株会社の議決権の数を、当該銀行又は当該銀行持株会社の総株主の議決権で除して得た割合をいう。以下この章において同じ。)に関する事項、取得資金に関する事項、保有の目的その他の銀行又は銀行持株会社の議決権の保有に関する重要な事項として内閣府令で定める事項
its trade name or name, and its address;
商号、名称又は氏名及び住所
if it is a corporation, the amount of its stated capital (including the total amount of contribution) and the name of its representative; and
法人である場合においては、その資本金の額(出資総額を含む。)及びその代表者の氏名
if it engages in business, the name and location of its business office and the type of the business.
事業を行つているときは、営業所の名称及び所在地並びにその事業の種類
The provisions of Article 2, paragraph (11) apply mutatis mutandis to the voting rights held by the major holder of voting rights in a bank in the case referred to in the preceding paragraph.
第二条第十一項の規定は、前項の場合において銀行議決権大量保有者が保有する議決権について準用する。
第五十二条の三(銀行議決権保有届出書に関する変更報告書の提出)
If there is a change in a particular set forth in one of the items of paragraph (1) of the preceding Article (for a change in the percentage of voting rights held, limited to when the percentage increases or decreases by at least one percent) after the day on which a person becomes a holder of voting rights that exceeds five percent of the total shareholder voting rights in a single bank or of voting rights that exceeds five percent of the total shareholder voting rights in a single bank holding company, the major holder of voting rights in the bank must submit a written report of that change (hereinafter referred to as a "written report of changes" in this Article and the following Article) to the Prime Minister within five days from the day on which the change occurs (or within the number of days specified by Cabinet Office Order, if the number of voting rights that the person holds has not increased or in other cases specified by Cabinet Office Order), pursuant to the provisions of Cabinet Office Order; provided, however, that this does not apply if the person has already submitted a written report of changes based on a decrease of one percent or more in the percentage of voting rights held, and the percentage of voting rights held which is stated in that written report of changes is five percent or less, or to other cases specified by Cabinet Office Order.
銀行議決権大量保有者は、一の銀行の総株主の議決権の百分の五を超える議決権又は一の銀行持株会社の総株主の議決権の百分の五を超える議決権の保有者となつた日の後に、前条第一項各号に掲げる事項の変更があつた場合(議決権保有割合の変更の場合にあつては、百分の一以上増加し又は減少した場合に限る。)には、内閣府令で定めるところにより、その日から五日以内(保有する議決権の数に増加がない場合その他の内閣府令で定める場合にあつては、内閣府令で定める日以内)に、当該変更に係る報告書(以下この条及び次条において「変更報告書」という。)を内閣総理大臣に提出しなければならない。ただし、議決権保有割合が百分の一以上減少したことによる変更報告書で当該変更報告書に記載された議決権保有割合が百分の五以下であるものを既に提出している場合その他の内閣府令で定める場合については、この限りでない。
In the case that meets the criteria specified by Cabinet Order as a case in which a large number of voting rights have been transferred within a short time span, a person submitting a written report of changes based on a decrease in the percentage of voting rights held must also state the particulars of the party to which they have transferred the voting rights and the consideration received in that written report of changes, pursuant to the provisions of Cabinet Office Order.
Notwithstanding the provisions of the main clause of paragraph (1), if, by the day before the day on which a person is to submit a notification on holding of voting rights in a bank or a written report of changes (hereinafter referred to as a "document for submission" in this Section), grounds that require the person to submit a new written report of changes arise, the person must submit the new written report of changes to the Prime Minister at the same time as it submits the document for submission that has not been submitted.
銀行議決権保有届出書又は変更報告書(以下この節において「提出書類」という。)を提出する日の前日までに、新たに変更報告書を提出しなければならない事由が生じた場合には、当該変更報告書は、第一項本文の規定にかかわらず、提出されていない当該提出書類の提出と同時に内閣総理大臣に提出しなければならない。
If a person that has submitted a document for submission finds that the content stated in that document differs from facts, or that the document insufficiently states or lacks a particular required to be stated or a statement of a fact necessary for avoiding misunderstanding, the person must submit an amended written report to the Prime Minister.
提出書類を提出した者は、当該提出書類に記載された内容が事実と相違し、又は記載すべき事項若しくは誤解を生じさせないために必要な事実の記載が不十分であり、若しくは欠けていると認めるときは、訂正報告書を内閣総理大臣に提出しなければならない。
The provisions of Article 2, paragraph (11) apply mutatis mutandis to the voting rights held by a major holder of voting rights in a bank for a case referred to in paragraph (1) or paragraph (2).
第二条第十一項の規定は、第一項及び第二項の場合において銀行議決権大量保有者が保有する議決権について準用する。
Article 52-4Special Provisions on Notifications on Holding of Voting Rights in a Bank
第五十二条の四(銀行議決権保有届出書等に関する特例)
Notwithstanding the provisions of Article 52-2-11, paragraph (1), a bank, financial instruments business operator (limited to one engaged in securities-related services), trust company (limited to one that has obtained the license referred to in Article 3 or Article 53, paragraph (1) of the Trust Business Act), or other persons specified by Cabinet Office Order that have filed a notification of the base date with the Prime Minister and that holds voting rights in respect of shares issued by a bank or bank holding company but does not hold them for the purpose of controlling the business of the bank or bank holding company that issued those shares (excluding the case in which the percentage of voting rights held exceeds the number specified by Cabinet Office Order and the case specified by Cabinet Office Order in consideration of the manner in which the voting rights are held and other circumstances; hereinafter referred to as "voting rights subject to special provisions" in this Article) must submit a notification on holding of voting rights in a bank concerning those shares to the Prime Minister, by the 15th of the month following the month in which the base date falls and pursuant to the provisions of Cabinet Office Order, in which it states the particulars specified by Cabinet Office Order as relevant to the holding status of those voting rights on the base date on which its percentage of voting rights held exceeded five percent for the first time.
銀行、金融商品取引業者(有価証券関連業を営む者に限る。)、信託会社(信託業法第三条又は第五十三条第一項の免許を受けたものに限る。)その他の内閣府令で定める者のうち基準日を内閣総理大臣に届け出た者が保有する議決権で当該議決権に係る株式の発行者である銀行又は銀行持株会社の営業活動を支配することを保有の目的としないもの(議決権保有割合が内閣府令で定める数を超えた場合及び保有の態様その他の事情を勘案して内閣府令で定める場合を除く。以下この条において「特例対象議決権」という。)に係る銀行議決権保有届出書は、第五十二条の二の十一第一項の規定にかかわらず、議決権保有割合が初めて百分の五を超える数となつた基準日における当該議決権の保有状況に関する事項であつて、内閣府令で定めるものを記載したものを、内閣府令で定めるところにより、当該基準日の属する月の翌月十五日までに、内閣総理大臣に提出しなければならない。
A written report of changes for the voting rights subject to special provisions (excluding a report for a change in which the voting rights become those other than voting rights subject to special provisions) must be submitted to the Prime Minister by the day specified in the following items in accordance with the category of cases set forth in each item, pursuant to the provisions of Cabinet Office Order:
the percentage of voting rights held on the base date that comes after the base date for the notification on holding of voting rights in a bank that is referred to in the preceding paragraph increases or decreases by one percent or more from the percentage of voting rights held that is stated in that notification on holding of voting rights in a bank, or there is a material change in a particular specified by Cabinet Office Order that is prescribed in that paragraph:the 15th of the month following the month in which the later base date falls;
前項の銀行議決権保有届出書に係る基準日の後の基準日における議決権保有割合が当該銀行議決権保有届出書に記載された議決権保有割合より百分の一以上増加し又は減少した場合その他の同項に規定する内閣府令で定めるものの重要な変更があつた場合 当該後の基準日の属する月の翌月十五日
case that has come to meet the criteria specified by Cabinet Office Order as a case in which the percentage of voting rights held have considerably increased or decreased on the last day of any month after the month that includes the base date for a notification on holding of voting rights in a bank:the 15th of the month following the month in which the last day falls;
当該銀行議決権保有届出書に係る基準日の属する月の後の月の末日において議決権保有割合が大幅に増加し又は減少した場合として内閣府令で定める基準に該当することとなつた場合 当該末日の属する月の翌月十五日
the percentage of voting rights held on the base date that comes after the base date for the notification of changes increases or decreases by one percent or more from the percentage of voting rights held that is stated in that notification of changes, or there is other material changes in a particular specified by Cabinet Office Order that is prescribed in the preceding paragraph:the 15th of the month following the month in which the later base date falls; and
the case is specified by Cabinet Office Order as a case equivalent to one of the preceding three items:the day specified by Cabinet Office Order.
前三号に準ずる場合として内閣府令で定める場合 内閣府令で定める日
The base date referred to in the preceding two paragraphs means the last day of every third month, after the day on which the person specified by Cabinet Office Order that is prescribed in paragraph (1) files a notification with the Prime Minister pursuant to the provisions of Cabinet Office Order.
The provisions of Article 2, paragraph (11) apply mutatis mutandis to the voting rights subject to special provisions held by a major holder of voting rights in a bank in the case referred to in paragraph (1) or paragraph (2).
第二条第十一項の規定は、第一項及び第二項の場合において銀行議決権大量保有者が保有する特例対象議決権について準用する。
Article 52-5Order to Submit Amended Written Reports
第五十二条の五(訂正報告書の提出命令)
If a document for submission is submitted pursuant to the provisions of Article 52-2-11, paragraph (1), Article 52-3, paragraph (1) or (3), or paragraph (1) or (2) of the preceding Article, and the Prime Minister finds that there is a formal deficiency in the document or finds the document insufficiently states a material particular that is required to be stated, the Prime Minister may order the person submitting the document to submit an amended written report. In such a case, the Prime Minister must conduct a hearing irrespective of the category of procedures for stating opinions under the provisions of Article 13, paragraph (1) (Procedures Prerequisite for Adverse Dispositions) of the Administrative Procedure Act (Act No. 88 of 1993).
内閣総理大臣は、第五十二条の二の十一第一項、第五十二条の三第一項若しくは第三項又は前条第一項若しくは第二項の規定により提出書類の提出を受けた場合において、当該提出書類に形式上の不備があり、又は当該提出書類に記載すべき事項のうち重要なものの記載が不十分であると認めるときは、当該提出書類の提出をした者に対し、訂正報告書の提出を命ずることができる。この場合においては、行政手続法(平成五年法律第八十八号)第十三条第一項(不利益処分をしようとする場合の手続)の規定による意見陳述のための手続の区分にかかわらず、聴聞を行わなければならない。
第五十二条の六
If the Prime Minister discovers that a document for submission contains a false statement about a material particular, lacks a statement on a material particular that is required to be stated or on an important fact that is necessary for avoiding misunderstanding, the Prime Minister, at any time, may order the person that submitted the document to submit an amended report. In such a case, the Prime Minister must conduct a hearing irrespective of the category of procedures for stating opinions under the provisions of Article 13, paragraph (1) (Procedures Prerequisite for Adverse Dispositions) of the Administrative Procedure Act.
内閣総理大臣は、提出書類のうちに重要な事項について虚偽の記載があり、又は記載すべき事項のうち重要なもの若しくは誤解を生じさせないために必要な重要な事実の記載が欠けていることを発見したときは、いつでも、当該提出書類の提出をした者に対し、訂正報告書の提出を命ずることができる。この場合においては、行政手続法第十三条第一項(不利益処分をしようとする場合の手続)の規定による意見陳述のための手続の区分にかかわらず、聴聞を行わなければならない。
Article 52-7Making Reports or Submitting Materials by Major Holders of Voting Rights in a Bank
第五十二条の七(銀行議決権大量保有者による報告又は資料の提出)
If the Prime Minister suspects that a document for submission contains a false statement about a material particular, lacks a statement on a material particular that is required to be stated or on an important fact that is necessary for avoiding misunderstanding, the Prime Minister may ask the major holder of voting rights in the bank that submitted the document to make a report or submit materials that are to serve as a reference for a particular that is required to be stated in the document or for a fact necessary for avoiding misunderstanding.
内閣総理大臣は、提出書類のうちに重要な事項について虚偽の記載があり、又は記載すべき事項のうち重要なもの若しくは誤解を生じさせないために必要な重要な事実の記載が欠けている疑いがあると認めるときは、当該提出書類を提出した銀行議決権大量保有者に対し、当該提出書類に記載すべき事項又は誤解を生じさせないために必要な事実に関し参考となるべき報告又は資料の提出を求めることができる。
Article 52-8On-Site Inspection of Major Holder of Voting Rights in a Bank
第五十二条の八(銀行議決権大量保有者に対する立入検査)
If the Prime suspects that a document contains a false statement about a material particular, lacks a statement on a material particular that is required to be stated or on an important fact that is necessary for avoiding misunderstanding, the Prime Minister may have relevant officials enter the office or other facilities of the major holder of voting rights in the bank that submitted the document, and have those officials ask questions about a particular that is required to be stated in that document or about a fact that is necessary for avoiding misunderstanding, or have them inspect books, documents, and any other articles of the major holder of voting rights in the bank.
内閣総理大臣は、提出書類のうちに重要な事項について虚偽の記載があり、又は記載すべき事項のうち重要なもの若しくは誤解を生じさせないために必要な重要な事実の記載が欠けている疑いがあると認めるときは、当該職員に当該提出書類を提出した銀行議決権大量保有者の事務所その他の施設に立ち入らせ、当該提出書類に記載すべき事項若しくは誤解を生じさせないために必要な事実に関し質問させ、又は当該銀行議決権大量保有者の帳簿書類その他の物件を検査させることができる。
In the case referred to in the preceding paragraph, the relevant officials must carry an identification card, and must present it if a person concerned requests them to do so.
前項の場合において、当該職員は、その身分を示す証明書を携帯し、関係人の請求があつたときは、これを提示しなければならない。
The authority under paragraph (1) must not be construed as being granted for criminal investigation purposes.
第一項の規定による権限は、犯罪捜査のために認められたものと解してはならない。
Section 2 Special Provisions on Bank's Major Shareholders
第二節 銀行主要株主に係る特例
Subsection 1 General Rules
第一款 通則
Article 52-9Authorization to be Obtained by Bank's Major Shareholders
第五十二条の九(銀行主要株主に係る認可等)
A person that seeks to become the holder of a number of voting rights in a single bank which is equal to or greater than the major shareholder threshold, or to incorporate a company or other corporations that is the holder of a number of voting rights in a bank which is equal to or greater than the major shareholder threshold (other than the national government, etc., a company that seeks to become a holding company prescribed in Article 52-17, paragraph (1), a person prescribed in that paragraph, and a bank holding company that seeks to make a bank its subsidiary company) through one of the following transactions or actions, must obtain the authorization by the Prime Minister in advance:
acquisition of voting rights in a bank by a person that seeks to become the holder of the voting rights (excluding acquisition of shares due to enforcement of a security right or any other grounds specified by Cabinet Office Order);
当該議決権の保有者になろうとする者による銀行の議決権の取得(担保権の実行による株式の取得その他の内閣府令で定める事由によるものを除く。)
acquisition of the license referred to in Article 4, paragraph (1) by a company in which the person that seeks to become the holder of the relevant voting rights holds a number of voting rights which is equal to or greater than the major shareholder threshold of that company; or
a transaction or action specified by Cabinet Order.
その他政令で定める取引又は行為
A person that has become the holder of a number of voting rights in a single bank which is equal to or greater than the major shareholder threshold due to grounds other than a transaction or action set forth in the items of the preceding paragraph (other than the national government, etc., a bank holding company, or a specified holding company prescribed in Article 52-17, paragraph (2); hereinafter referred to as a "specified major shareholder" in this Article and Article 65) must take the measures required to be taken so that they will no longer be the holder of a number of voting rights in the bank which is equal to or greater than the major shareholder threshold by the last day of the one-year period that begins on the final day of the business year of the bank that includes the date on which the grounds arose (hereinafter referred to as the "last day of the grace period" in this paragraph and paragraph (4)); provided, however, that this does not apply if the specified major shareholder obtains the authorization by the Prime Minister to continue to be the holder of a number of voting rights in a bank which is equal to or greater than the major shareholder threshold even after the last day of the grace period.
前項各号に掲げる取引又は行為以外の事由により一の銀行の主要株主基準値以上の数の議決権の保有者になつた者(国等並びに銀行持株会社及び第五十二条の十七第二項に規定する特定持株会社を除く。以下この条及び第六十五条において「特定主要株主」という。)は、当該事由の生じた日の属する当該銀行の事業年度の終了の日から一年を経過する日(以下この項及び第四項において「猶予期限日」という。)までに銀行の主要株主基準値以上の数の議決権の保有者でなくなるよう、所要の措置を講じなければならない。ただし、当該特定主要株主が、猶予期限日後も引き続き銀行の主要株主基準値以上の数の議決権の保有者であることについて内閣総理大臣の認可を受けた場合は、この限りでない。
When a specified major shareholder ceases to be the holder of a number of voting rights in a bank which is equal to or greater than the major shareholder threshold through taking the measure under the provisions of the preceding paragraph, the shareholder must file a notification to that effect with the Prime Minster, without delay. The same applies if a specified major shareholder ceases to be the holder of a number of voting rights in a bank which is equal to or greater than the major shareholder threshold without taking that measure.
The Prime Minister may order a person that becomes the holder of a number of voting rights in a bank which is equal to or greater than the major shareholder threshold through a transaction or action set forth in one of the items of paragraph (1) without the authorization referred to in that paragraph, a company or other corporation that is incorporated as the holder of a number of voting rights in a bank which is equal to or greater than the major shareholder threshold without the authorization referred to in that paragraph, or a person that remains to be the holder of a number of voting rights in a bank which is equal to or greater than the major shareholder threshold even after the last day of the grace period without obtaining the authorization referred to in the proviso to paragraph (2), to take the measures required to be taken so that they will no longer be the holder of a number of voting rights in the bank which is equal to or greater than the major shareholder threshold.
第五十二条の十
When an application is filed for the authorization referred to in paragraph (1) or the proviso to paragraph (2) of the preceding Article, the Prime Minister must examine whether the following criteria are met:
the person meets the following criteria, if the person filing the application for the authorization (hereinafter referred to as the "applicant" in this Article) is a company or other corporations, or, if a company or other corporations are to be incorporated under the authorization:
当該認可の申請をした者(以下この条において「申請者」という。)が会社その他の法人である場合又は当該認可を受けて会社その他の法人が設立される場合にあつては、次に掲げる基準に適合すること。
in light of the particulars of the funds for acquisition, the purpose of holding the voting rights, or any other particulars relevant to the holding of a number voting rights in a bank which is equal to or greater than the major shareholder threshold by the applicant or by the company or other corporations that are to be incorporated by obtaining the authorization (hereinafter referred to as the "corporate applicant, etc." in this item), the sound and appropriate management of the services of the bank in which the corporate applicant, etc. is or is to become the holder of a number of voting rights which is equal to or greater than the major shareholder threshold is unlikely to be impaired;
in light of the status of property and income and expenditures of the corporate applicant, etc. and its subsidiary companies (including a company that is to become its subsidiary company), the sound and appropriate management of the services of the bank in which the corporate applicant, etc. is or is to become the holder of a number of voting rights which is equal to or greater than the major shareholder threshold is unlikely to be impaired; and
in light of its personnel structure, the corporate applicant, etc. has a sufficient understanding of the public nature of banks' services, and has sufficient social credibility.
in the case other than that set forth in the preceding item, the person meets the following criteria:
前号に掲げる場合以外の場合にあつては、次に掲げる基準に適合すること。
in light of the particulars of the funds for acquisition, the purpose of holding the voting rights, or any other particulars relevant to the holding of a number of voting rights in a bank which is equal to or greater than the major shareholder threshold by the applicant, the sound and appropriate management of the services of the bank in which the applicant is or is to become the holder of a number of voting rights which is equal to or greater than the major shareholder threshold is unlikely to be impaired;
in light of the status of property of the applicant (including the status of the applicant's income and expenditures, if the applicant is a person that conducts business), the sound and appropriate management of the services of the bank in which the applicant is or is to become the holder of a number of voting rights which is equal to or greater than the major shareholder threshold is unlikely to be impaired; and
Subsection 2 Supervision
第二款 監督
Article 52-11Making Reports or Submitting Materials by Bank's Major Shareholders
第五十二条の十一(銀行主要株主による報告又は資料の提出)
If the Prime Minister finds it to be particularly necessary for ensuring the sound and appropriate management of a bank's services, the Prime Minister, to the extent necessary, may ask a bank's major shareholder that holds a number of voting rights in that bank which is equal to or greater than the major shareholder threshold to make a report or submit materials that are to serve as a reference for the status of business or property of the bank.
Article 52-12On-Site Inspection of Bank's Major Shareholders
第五十二条の十二(銀行主要株主に対する立入検査)
If the Prime Minister finds it to be particularly necessary for ensuring the sound and appropriate management of a bank's services, the Prime Minister, to the extent necessary, may have relevant officials enter the office or other facilities of a bank's major shareholder that holds a number of voting rights in that bank which is equal to or greater than the major shareholder threshold, have those officials ask questions about the status of business or property of the bank or the bank's major shareholder, and have them inspect the books, documents, and any other articles of the bank's major shareholder.
In the case referred to in the preceding paragraph, the relevant officials must carry an identification card, and must present it if a person concerned requests them to do so.
前項の場合において、当該職員は、その身分を示す証明書を携帯し、関係人の請求があつたときは、これを提示しなければならない。
The authority under paragraph (1) must not be construed as being granted for criminal investigation purposes.
第一項の規定による権限は、犯罪捜査のために認められたものと解してはならない。
Article 52-13Order for Bank's Major Shareholders to Take Measures
第五十二条の十三(銀行主要株主に対する措置命令)
If a bank's major shareholder no longer satisfies the criterion set forth in any of the items of Article 52-10 (if conditions based on the provisions of Article 54, paragraph (1) are attached to the authorization referred to in Article 52-9, paragraph (1) or the proviso to Article 52-9, paragraph (2) concerning the bank's major shareholder, including those conditions), the Prime Minister may order the bank's major shareholder to take measures necessary to satisfy that criterion, by indicating a due date for taking those measures.
内閣総理大臣は、銀行主要株主が第五十二条の十各号に掲げる基準(当該銀行主要株主に係る第五十二条の九第一項又は第二項ただし書の認可に第五十四条第一項の規定に基づく条件が付されている場合にあつては、当該条件を含む。)に適合しなくなつたときは、当該銀行主要株主に対し、措置を講ずべき期限を示して、当該基準に適合させるために必要な措置をとるべき旨の命令をすることができる。
Article 52-14Requesting Bank's Major Shareholders to Submit an Improvement Plan
第五十二条の十四(銀行主要株主に対する改善計画の提出の求め等)
If the Prime Minister finds it to be particularly necessary for ensuring the sound and appropriate management of a bank's services in light of the status of business or property of the bank's major shareholder (limited to a person that holds more than fifty percent of the total shareholder voting rights in the bank; hereinafter the same applies in this Article) (if the bank's major shareholder is a company or other corporations, this includes the status of property of the subsidiary company of the bank's major shareholder or other companies that has a unique relationship specified by Cabinet Office Order with the bank's major shareholder), the Prime Minister, to the extent necessary, may indicate the measures that is required to be taken and the due date for taking them to the bank's major shareholder and request the shareholder to submit an improvement plan for ensuring soundness in bank management or order the shareholder to change the improvement plan that has been submitted, or may order measures that are necessary for supervision to be taken, to the extent necessary.
内閣総理大臣は、銀行主要株主(銀行の総株主の議決権の百分の五十を超える議決権の保有者に限る。以下この条において同じ。)の業務又は財産の状況(銀行主要株主が会社その他の法人である場合にあつては、当該銀行主要株主の子会社その他の当該銀行主要株主と内閣府令で定める特殊の関係のある会社の財産の状況を含む。)に照らして、当該銀行の業務の健全かつ適切な運営を確保するため特に必要があると認めるときは、その必要の限度において、当該銀行主要株主に対し、措置を講ずべき事項及び期限を示して、当該銀行の経営の健全性を確保するための改善計画の提出を求め、若しくは提出された改善計画の変更を命じ、又はその必要の限度において監督上必要な措置を命ずることができる。
If the Prime Minister issues an order under the preceding paragraph to a bank's major shareholder and finds it to be necessary in light of the implementation status of the measures under that order, the Prime Minister may order the bank in which the bank's major shareholder holds more than fifty percent of the total shareholder voting rights to take the necessary measures for ensuring the sound and appropriate management of the bank's services.
Article 52-15Revoking the Authorization for Bank's Major Shareholders
第五十二条の十五(銀行主要株主に係る認可の取消し等)
If a bank's major shareholder violates laws and regulations or a disposition by the Prime Minister based on laws and regulations, or commits an act that harms the public interest, the Prime Minister may order the bank's major shareholder to take measures that are necessary for supervision, or may revoke the authorization referred to in Article 52-9, paragraph (1) or the proviso to Article 52-9, paragraph (2) granted to the bank's major shareholder. In such a case, the authorization for incorporation referred to in paragraph (1) of that Article is deemed to have been granted to the bank's major shareholder that is a company or other corporations that have been incorporated by obtaining the authorization.
内閣総理大臣は、銀行主要株主が法令若しくは法令に基づく内閣総理大臣の処分に違反したとき又は公益を害する行為をしたときは、当該銀行主要株主に対し監督上必要な措置を命じ、又は当該銀行主要株主の第五十二条の九第一項若しくは第二項ただし書の認可を取り消すことができる。この場合において、同条第一項の認可のうち設立に係るものは、当該認可を受けて設立された会社その他の法人である銀行主要株主に対して与えられているものとみなす。
If the authorization referred to in Article 52-9, paragraph (1) or in the proviso to Article 52-9, paragraph (2) is revoked pursuant to the provisions of the preceding paragraph, a bank's major shareholder must take measures that is required to be taken so that the shareholder will no longer be the holder of a number of voting rights in the bank which is equal to or greater than the major shareholder threshold, within the period designated by the Prime Minister.
Subsection 3 Miscellaneous Provisions
第三款 雑則
Article 52-16Application of the Act to Bank's Foreign Major Shareholders
第五十二条の十六(外国銀行主要株主に対する法律の適用関係)
The special provisions and technical replacements of terms for applying this Act to the holder of a number of voting rights in a bank which is equal to or greater than the major shareholder threshold when the holder is a foreign national or foreign corporation (hereinafter referred to as a "bank's foreign major shareholder" in this Article), and other necessary matters for the application of the provisions of this Act to a bank's foreign major shareholder are specified by Cabinet Order.
Section 3 Special Provisions on Bank Holding Companies
第三節 銀行持株会社に係る特例
Subsection 1 General Rules
第一款 通則
Article 52-17Authorization for Bank Holding Companies
第五十二条の十七(銀行持株会社に係る認可等)
A company that seeks to become a holding company that has a bank as a subsidiary company or to incorporate such a holding company through any of the following transactions or actions, must obtain the authorization by the Prime Minister in advance:
acquisition of voting rights in the bank by the company or its subsidiary companies (excluding an acquisition of shares due to enforcement of a security right or other grounds specified by Cabinet Office Order);
acquisition of the license referred to in Article 4, paragraph (1) by the subsidiary company of that company; or
a transaction or action specified by Cabinet Order.
その他政令で定める取引又は行為
A company that has become a holding company that has a bank as a subsidiary company due to grounds other than a transaction or action set forth in any of the items of the preceding paragraph (hereinafter referred to as "specified holding company") must file a notification with the Prime Minister indicating that it has become a holding company that has a bank as a subsidiary company and other particulars specified by Cabinet Office Order, within three months after the end of the business year that includes the day on which the grounds arose.
A specified holding company must take the measures that are required to be taken so that it will no longer be a holding company that has a bank as its subsidiary company by the last day of the one-year period that begins on the final day of the business year that includes the day on which the grounds referred to in the preceding paragraph arose (hereinafter referred to as the "last day of the grace period" in this paragraph and paragraph (5)); provided, however, that this does not apply if the specified holding company obtains the authorization by the Prime Minister to continue to be a holding company that has a bank as its subsidiary company even after the last day of the grace period.
When a specified holding company ceases to be a holding company that has a bank as its subsidiary company through a measure taken under the provisions of the preceding paragraph, it must file a notification to that effect with the Prime Minster, without delay. The same applies if a specified holding company ceases to be a holding company that has a bank as its subsidiary company without taking the measure.
The Prime Minister may order a company that has become a holding company which has a bank as its subsidiary company or a company that is incorporated as a holding company which has a bank as its subsidiary company through a transaction or action set forth in the items of paragraph (1) without obtaining the authorization referred to in that paragraph, or a company that remains to be a holding company which has a bank as its subsidiary company even after the last day of the grace period without obtaining the authorization referred to in the proviso to paragraph (3), to take the measures that is required to be taken so that it will no longer be a holding company that has a bank as its subsidiary company.
第五十二条の十八
When an application is filed for the authorization referred to in paragraph (1) or the proviso to paragraph (3) of the preceding Article, the Prime Minister must examine whether the following criteria are met:
the company filing the application for the authorization or the company that is to be incorporated by obtaining the authorization (hereinafter referred to as the "applicant, etc." in this Article) and its subsidiary companies (including a company that is to become its subsidiary company; the same applies in the following item) have good prospects in terms of income and expenditures;
the adequacy of equity capital of the applicant, etc. and its subsidiary companies are appropriate in light of the assets that they own; and
in light of its personnel structure, the applicant, etc. has the knowledge and experience to carry out the business management of the subsidiary company or the bank that is to become its subsidiary company in an appropriate and fair manner, and has sufficient social credibility.
A bank holding company (excluding one established under foreign laws and regulations) must be a stock company that has the following organs:
銀行持株会社(外国の法令に準拠して設立されたものを除く。)は、株式会社であつて次に掲げる機関を置くものでなければならない。
a board of directors;
取締役会
a board of company auditors, an audit and supervisory committee, or a nominating committee, etc.; and
監査役会、監査等委員会又は指名委員会等
a financial auditor.
会計監査人
第五十二条の十九(銀行持株会社の取締役の兼職の制限等)
Unless a director (or executive officer, if a bank is a company with nominating committee, etc.) that is engaged in the day-to-day business operations of a bank holding company obtains the authorization by the Prime Minister to do so, it is prohibited for the director to engage in the day-to-day business operations of other companies.
銀行持株会社の常務に従事する取締役(指名委員会等設置会社にあつては、執行役)は、内閣総理大臣の認可を受けた場合を除くほか、他の会社の常務に従事してはならない。
When an application is filed for the authorization referred to in the preceding paragraph, the Prime Minister must grant the authorization unless the Prime Minister finds that the particulars given in the application are likely to interfere with the sound and appropriate management of services at a bank that is the subsidiary company of the bank holding company.
The following persons may not become the director, executive officer, or company auditor of a bank holding company.
次に掲げる者は、銀行持株会社の取締役、執行役又は監査役となることができない。
a person specified by Cabinet Office Order as being unable to properly perform their duties due to mental or physical disorder; or
心身の故障のため職務を適正に執行することができない者として内閣府令で定める者
a person subject to an order commencing bankruptcy proceedings and has not been released from bankruptcy restrictions or a person that is treated in the same manner under foreign laws and regulations.
破産手続開始の決定を受けて復権を得ない者又は外国の法令上これと同様に取り扱われている者
The provisions of the proviso to Article 331, paragraph (2) of the Companies Act (Qualifications of Directors) (including as applied mutatis mutandis pursuant to Article 335, paragraph (1) (Qualifications of Company Auditors) of that Act), Article 332, paragraph (2) (Directors' Terms of Office) of that Act (including as applied mutatis mutandis pursuant to Article 334, paragraph (1) (Accounting Advisors' Terms of Office) of that Act), Article 336, paragraph (2) (Company Auditors' Terms of Office) of that Act, and the proviso to Article 402, paragraph (5) (Election of Executive Officers) of that Act do not apply to a bank holding company.
会社法第三百三十一条第二項ただし書(取締役の資格等)(同法第三百三十五条第一項(監査役の資格等)において準用する場合を含む。)、第三百三十二条第二項(取締役の任期)(同法第三百三十四条第一項(会計参与の任期)において準用する場合を含む。)、第三百三十六条第二項(監査役の任期)及び第四百二条第五項ただし書(執行役の選任等)の規定は、銀行持株会社については、適用しない。
A bank holding company may not become the member with unlimited liability of a membership company or a member in charge of executing the business of a membership company.
銀行持株会社は、持分会社の無限責任社員又は業務を執行する社員となることができない。
Article 52-20Application, Mutatis Mutandis of Provisions on a Bank's Major Shareholder
第五十二条の二十(銀行主要株主に係る規定の準用)
The provisions of Article 52-16 apply mutatis mutandis to a holding company incorporated under foreign laws and regulations which has a bank as its subsidiary company.
Subsection 2 Services and Subsidiary Companies
第二款 業務及び子会社等
Article 52-21Scope of Services of Bank Holding Companies
第五十二条の二十一(銀行持株会社の業務範囲等)
A bank holding company (limited to one that is not a subsidiary company of other banks or bank holding companies) must perform business management of a bank holding company group to which it belongs.
銀行持株会社(他の銀行又は銀行持株会社の子会社でないものに限る。)は、当該銀行持株会社の属する銀行持株会社グループの経営管理を行わなければならない。
A bank holding company may not perform services other than the business management of the bank holding company group to which it belongs (limited to services related to the bank holding company and its subsidiary company; the same applies in paragraph (1) of the following Article) and services incidental to business management.
銀行持株会社は、当該銀行持株会社の属する銀行持株会社グループの経営管理(当該銀行持株会社及びその子会社に係るものに限る。次条第一項において同じ。)及びこれに附帯する業務のほか、他の業務を営むことができない。
In performing its services, a bank holding company must endeavor to ensure the sound and appropriate management of services at any bank that is its subsidiary company.
The term "business management" as used in paragraphs (1) and (2) means the following actions:
formulating the bank holding company group's basic management policy or any other policy specified by Cabinet Office Order as being an equivalent policy, and ensuring their proper implementation;
銀行持株会社グループの経営の基本方針その他これに準ずる方針として内閣府令で定めるものの策定及びその適正な実施の確保
undertaking the necessary coordination when there is a conflict of interest among the companies that belong to the bank holding company group;
銀行持株会社グループに属する会社相互の利益が相反する場合における必要な調整
developing systems specified by Cabinet Office Order as being necessary for ensuring that the execution of the bank holding company group's services complies with laws and regulations; and
銀行持株会社グループの業務の執行が法令に適合することを確保するために必要なものとして内閣府令で定める体制の整備
beyond what is set forth in the preceding three items, actions specified by Cabinet Office Order as contributing to ensuring the sound and appropriate management of the bank holding company group's services.
前三号に掲げるもののほか、銀行持株会社グループの業務の健全かつ適切な運営の確保に資するものとして内閣府令で定めるもの
第五十二条の二十一の二
Notwithstanding the provisions of paragraph (2) of the preceding Article, a bank holding company (limited to one that performs business management of the bank holding company group to which the bank holding company belongs; the same applies in the following paragraph) may perform services on behalf of two or more companies which are common to those companies that belong to the bank holding company group of the bank holding company (limited to cases in which they include a bank) and which are specified by Cabinet Office Order as services that, if performed by the bank holding company, contribute to the uniform and efficient management of the bank holding company group's services.
When seeking to perform the services specified by Cabinet Office Order in the preceding paragraph, a bank holding company must obtain the authorization by the Prime Minister; provided, however, that this does not apply to minor services specified by Cabinet Office Order.
Article 52-21-3Development of Systems to Protect the Interests of Customers
第五十二条の二十一の三(顧客の利益の保護のための体制整備)
A bank holding company, pursuant to Cabinet Office Order, must appropriately manage information on the services performed by a bank that is the subsidiary company of the bank holding company, a bank agent that has a bank which is the subsidiary company of the bank holding company as its principal bank, or the bank holding company's parent financial institution, etc. or subsidiary financial institution, etc. (services limited to the banking, bank agency services, and other services specified by Cabinet Office Order); and must develop a system for appropriately supervising the implementation status of those services and take any other necessary measures, involved in the transactions conducted by a bank that is the subsidiary company of the bank holding company, a bank agent that has a bank which is the subsidiary company of the bank holding company as its principal bank, or the bank holding company's subsidiary financial institution, etc., so that the interests of the customers connected with those services are not unjustly impaired.
The term "parent financial institution, etc." as used in the preceding paragraph means a bank, financial instruments business operator, insurance company, or other persons engaged in financial services that are specified by Cabinet Order, which Cabinet Order prescribes as persons holding the majority of the total shareholder voting rights in the bank holding company or as having a close relationship with the bank holding company.
The term "subsidiary financial institution, etc." as used in paragraph (1) means a bank (other than a bank that is the subsidiary company of the bank holding company), financial instruments business operator, insurance company, or other persons engaged in financial services that are specified by Cabinet Order, which Cabinet Order prescribes as persons holding the majority of the total shareholder or investor voting rights or as having a close relationship with the bank holding company.
第五十二条の二十二(銀行持株会社に係る同一人に対する信用の供与等)
The total amount for which credit is granted and contribution is made (meaning the grant of credit and the making of a financial contribution (including anything equivalent to the grant of credit or making of a contribution) specified by Cabinet Order; hereinafter the same applies in this Article) by a bank holding company or its subsidiary company, etc. (meaning a subsidiary company of the bank holding company (excluding one specified by Cabinet Office Order) and other persons that have a unique relationship specified by Cabinet Office Order with the bank holding company; hereinafter the same applies in this Article) to that one person (including persons that have a unique relationship specified by Cabinet Order with that one person; hereinafter the same applies in this Article) must not exceed the amount arrived at by multiplying the total net amount of the equity capital of the bank holding company and its subsidiary companies by the percentage specified by Cabinet Order for each of the category specified by Cabinet Order (hereinafter the amount thus calculated is referred to as the "maximum amount of credit and contribution by a bank holding company" in this Article); provided, however, that this does not apply if the total amount for which credit is granted and contribution is made by a bank holding company and its subsidiary companies to that one person comes to exceed the maximum amount of credit and contribution by a bank holding company as a result of a merger, joint incorporation-type company split, absorption-type company split, or business acquisition by the person to which the credit is granted or the contribution is made, or due to other compelling reasons specified by Cabinet Order and the approval of the Prime Minister has been obtained.
銀行持株会社又はその子会社等(当該銀行持株会社の子会社(内閣府令で定める会社を除く。)その他の当該銀行持株会社と内閣府令で定める特殊の関係のある者をいう。以下この条において同じ。)の同一人(当該同一人と政令で定める特殊の関係のある者を含む。以下この条において同じ。)に対する信用の供与等(信用の供与又は出資(信用の供与又は出資に相当するものを含む。)として政令で定めるものをいう。以下この条において同じ。)の額は、政令で定める区分ごとに、合算して、当該銀行持株会社及びその子会社等の自己資本の純合計額に政令で定める率を乗じて得た額(以下この条において「銀行持株会社に係る信用供与等限度額」という。)を超えてはならない。ただし、信用の供与等を受けている者が合併をし、共同新設分割若しくは吸収分割をし、又は営業を譲り受けたことにより銀行持株会社又はその子会社等の同一人に対する信用の供与等の額が合算して銀行持株会社に係る信用供与等限度額を超えることとなる場合その他政令で定めるやむを得ない理由がある場合において、内閣総理大臣の承認を受けたときは、この限りでない。
The provisions of the preceding paragraph do not apply to the following grant of credit and making of contribution:
the grant of credit to the State or a local public entity, the grant of credit for which redemption of the principal and payment of interest are guaranteed by the government, and any other extension of credit or making of a contribution specified by Cabinet Order as being equivalent to them; and
国及び地方公共団体に対する信用の供与、政府が元本の返済及び利息の支払について保証している信用の供与その他これらに準ずるものとして政令で定める信用の供与等
the grant of credit or the making of a contribution and any other grant of credit or making of a contribution specified by Cabinet Order to a person that is found to be substantially the same as a bank holding company that grants credit or makes contribution or its subsidiary company, etc.
In the case referred to in paragraph (1), if the total amount for which credit has been granted and contribution has been made to a single person by the bank holding company and its subsidiary companies, etc. exceeds the maximum amount of credit and contribution by a bank holding company, the excess amount of the credit that has been granted or the contribution that has been made is deemed to be the amount which the bank holding company has granted the credit or made the contribution.
第一項の場合において、銀行持株会社又はその子会社等の同一人に対する信用の供与等の合計額が銀行持株会社に係る信用供与等限度額を超えることとなつたときは、その超える部分の信用の供与等の額は、当該銀行持株会社の信用の供与等の額とみなす。
If a bank holding company or its subsidiary company, etc. has granted credit or made a contribution, irrespective of the name used or the means used, for the purpose of evading the application of the provisions of the main clause of paragraph (1), and a person other than the named person is the one to which the credit is substantially granted or the contribution is substantially made, that grant of credit or making of a contribution is deemed to be the grant of credit or making of a contribution to the person to which the credit is substantially granted or the contribution is substantially made by the bank holding company or its subsidiary company, etc., and the aforementioned provisions apply.
Beyond what is provided for in the preceding paragraphs, Cabinet Order prescribes the amount of credit and contribution, the method of calculating the total net amount of equity capital specified in paragraph (1) and the maximum amount of credit granted and contribution made by the bank holding company, and other particulars necessary for applying those provisions.
前各項に定めるもののほか、信用の供与等の額、第一項に規定する自己資本の純合計額及び銀行持株会社に係る信用供与等限度額の計算方法その他これらの規定の適用に関し必要な事項は、内閣府令で定める。
Article 52-23Scope of Bank Holding Company's Subsidiary Companies
第五十二条の二十三(銀行持株会社の子会社の範囲等)
A bank holding company must not have a company other than a bank or a company that falls under one of the following items (hereinafter referred to as a "company eligible to be a subsidiary company" in this Article and paragraph (2) of the following Article) as its subsidiary company:
a company specialized in fund transfers;
a company specialized in securities;
a company specialized in securities intermediation;
a company set forth in Article 16-2, paragraph (1), item (iv)-2;
第十六条の二第一項第四号の二に掲げる会社
a company specialized in trust business;
a foreign company engaged in securities-related services (excluding one that falls under the company set forth in the preceding item);
a foreign company engaged in insurance business (excluding one that falls under the company set forth in item (vi));
a foreign company engaged in trust business (excluding one that falls under the company set forth in item (vi));
a company exclusively engaged in the following services (if the company performs the service set forth in sub-item (a), limited to one that performs the service for the services performed by the bank holding company, its subsidiary companies (limited to banks and companies set forth in items (i), (i)-2, and (vi)) and other persons specified by Cabinet Office Order as being similar to them):
services specified by Cabinet Office Order as being dependent on the services performed by a bank or a company set forth in any of the preceding items; or
finance-related services (excluding specialized securities-related services prescribed in Article 16-2, paragraph (2), item (iii) if the bank holding company does not have a company specialized in securities, company specialized in securities intermediation, or foreign company engaged in securities services as its subsidiary company; excluding specialized insurance-related services prescribed in item (iv) of that paragraph if the bank holding company does not have an insurance company, small amount and short term insurer, or foreign company engaged in insurance business as its subsidiary company; and excluding specialized trust services prescribed in item (v) of that paragraph if the bank holding company does not have a trust bank, company specialized in trust business, or foreign company engaged in trust business as its subsidiary company).
a company specified by Cabinet Office Order as one that develops a new field of business (limited to the case in which the number of voting rights in the company that are held by the bank holding company or its subsidiary companies that are not subsidiary companies set forth in the preceding item that are specified by Cabinet Office Order (hereinafter referred to as a "specified subsidiary company" in the following item, item (xiii), and Article 52-24, paragraphs (7) and (8)) does not exceed the maximum threshold for voting rights (meaning the maximum threshold for voting rights prescribed in paragraph (1) of that Article; hereinafter the same applies in this Article and the following Article) when the voting rights are combined);
a company specified by Cabinet Office Order as one that is engaged in new business that is found to contribute considerably to improving management (for a company that fails to meet the requirements specified by Cabinet Office Order in relation to the business plan or any measures based on the plan (referred to as "company under special business revitalization process" in Article 52-24, paragraphs (1) and (7)), limited to when the number of voting rights in that company that are held by the bank holding company or its subsidiary companies that are not specified subsidiary companies does not exceed the maximum threshold for voting rights when the voting rights are combined);
a company specified by Cabinet Office Order as one that is engaged in business activities that are found to contribute to regional development (limited to when the number of voting rights in that company that are held by the bank holding company or its subsidiary companies that are not specified subsidiary companies does not exceed the maximum threshold for voting rights when the voting rights are combined);
in addition to the company set forth in the preceding items, a company engaged in services that contribute to increased sophistication of the banking using information and telecommunications technology or other technologies conducted by the bank that is a subsidiary company of the bank holding company or to the enhanced convenience for bank users, or services that contribute to or are expected to contribute to regional development, improvement of industrial productivity, and other services for building a sustainable society;
a holding company that has only a company eligible to be a subsidiary company as its subsidiary company, which is specified by Cabinet Office Order (including a company that is planned to become that holding company); and
a foreign company that has only a company eligible to be a subsidiary company as its subsidiary company, which is of the same type as a holding company or is similar to a holding company (including a company that is planned to become that company, and excluding a company that falls under the company set forth in the preceding item).
The provisions of the preceding paragraph do not apply if a domestic company other than a company eligible to be a subsidiary company becomes the subsidiary company of a bank holding company through acquisition of shares or equity due to enforcement of a security right by a bank holding company or its subsidiary company, through acquisition of shares or equity in a company set forth in items (xi) through (xiii) of that paragraph by a bank holding company or its subsidiary company, or due to any other grounds specified by Cabinet Office Order; provided, however, that the bank holding company must take measures that are required to be taken so that the company that has become its subsidiary company will no longer be its subsidiary company by the last day of the one-year period that begins on the date on which the grounds (excluding a bank holding company's or its subsidiary company's acquisition of shares or equity in a company set forth in items (xi) through (xiii) of that paragraph or any other cause specified by Cabinet Office Order) arose.
前項の規定は、子会社対象会社以外の国内の会社が、銀行持株会社又はその子会社の担保権の実行による株式等の取得、銀行持株会社又はその子会社による同項第十一号から第十三号までに掲げる会社の株式等の取得その他内閣府令で定める事由により当該銀行持株会社の子会社となる場合には、適用しない。ただし、当該銀行持株会社は、その子会社となつた会社が当該事由(当該銀行持株会社又はその子会社による同項第十一号から第十三号までに掲げる会社の株式等の取得その他内閣府令で定める事由を除く。)の生じた日から一年を経過する日までに子会社でなくなるよう、所要の措置を講じなければならない。
Unless a bank holding company obtains authorization for a merger, company split, or business acquisition pursuant to the provisions of Article 52-35, paragraphs (1) through (3), it must obtain the authorization by the Prime Minister in advance, when the bank holding company seeks to make a bank or a company set forth in paragraph (1), items (i) through (x) or items (xiv) through (xvi) (excluding a company that exclusively engages in the services set forth in item (x), sub-item (a) of that paragraph or the services specified by Cabinet Office Order as incidental or related to banking; hereinafter referred to as a "bank, etc. eligible to be a subsidiary company" in this Article, Article 52-24, paragraph (4), item (iv), Article 53, paragraph (3), item (iv), and Article 65, item (xvii)) its subsidiary company (for a company set forth in paragraph (1), item (xiv) (excluding a company specified by Cabinet Office Order), when the bank holding company or its subsidiary company seeks to acquire or hold voting rights in that company that cause the number of voting rights to exceed the maximum threshold for voting rights when the voting rights are combined).
銀行持株会社は、銀行又は第一項第一号から第十号まで若しくは第十四号から第十六号までに掲げる会社(同項第十号イに掲げる業務又は銀行業に付随し、若しくは関連する業務として内閣府令で定めるものを専ら営む会社を除く。以下この条、第五十二条の二十四第四項第四号、第五十三条第三項第四号及び第六十五条第十七号において「子会社対象銀行等」という。)を子会社としようとするとき(第一項第十四号に掲げる会社(内閣府令で定める会社を除く。)にあつては、当該銀行持株会社又はその子会社が、合算してその基準議決権数を超える議決権を取得し、又は保有しようとするとき)は、第五十二条の三十五第一項から第三項までの規定により合併、会社分割又は事業の譲受けの認可を受ける場合を除き、あらかじめ、内閣総理大臣の認可を受けなければならない。
The provisions of the preceding paragraph do not apply if a bank, etc. eligible to be a subsidiary company becomes the subsidiary company of a bank holding company (for a company set forth in paragraph (1), item (xiv) (excluding a company specified by Cabinet Office Order prescribed in the preceding paragraph), the company in which the bank holding company or its subsidiary companies hold a number of voting rights that exceeds the maximum threshold for voting rights when the voting rights combined; hereinafter the same applies in this paragraph) through the acquisition of shares or equity due to the enforcement of a security right by the bank holding company or its subsidiary company or due to other grounds specified by Cabinet Office Order; provided, however, that unless the bank holding company obtains the authorization by the Prime Minister to continue to have the bank, etc. eligible to be a subsidiary company that has become its subsidiary company as its subsidiary company, the bank holding company must take the measures that is required to be taken so that the bank, etc. eligible to be a subsidiary company will no longer be its subsidiary company by the last day of the one-year period that begins on the date on which the ground arose.
前項の規定は、子会社対象銀行等が、銀行持株会社又はその子会社の担保権の実行による株式等の取得その他の内閣府令で定める事由により当該銀行持株会社の子会社(第一項第十四号に掲げる会社(前項に規定する内閣府令で定める会社を除く。)にあつては、当該銀行持株会社又はその子会社が、合算してその基準議決権数を超える議決権を保有する会社。以下この項において同じ。)となる場合には、適用しない。ただし、当該銀行持株会社は、その子会社となつた子会社対象銀行等を引き続き子会社とすることについて内閣総理大臣の認可を受けた場合を除き、当該子会社対象銀行等が当該事由の生じた日から一年を経過する日までに子会社でなくなるよう、所要の措置を講じなければならない。
Notwithstanding the provisions of paragraph (1), a bank holding company may have a foreign company not eligible to be a subsidiary company as its subsidiary company until the last day of the ten-year period that begins on the date on which the foreign company not eligible to be a subsidiary company became its subsidiary company if the bank holding company falls under any of the following items:
if the bank holding company has a foreign company not eligible to be a subsidiary company as its subsidiary company due to having as its subsidiary company a foreign company eligible to be a subsidiary company (meaning one of the companies set forth in paragraph (1), items (vi) through (x) and item (xiv) (for the company set forth in items (x) and (xiv), limited to a foreign company), a holding company (limited to a company that has a company eligible to be a subsidiary company as its subsidiary company; referred to as a "special holding company" in Article 52-24, paragraph (1)), or a foreign company that is of the same type as a holding company or that is similar to a holding company (limited to a foreign company that has a company eligible to be a subsidiary company as its subsidiary company, and excluding a holding company); the same applies in this Article) that actually has a foreign company not eligible to be a subsidiary company as its subsidiary company, or a foreign specified finance-related services company (meaning a foreign company mainly engaged in finance-related services specified by Cabinet Office Order; and excluding a company set forth in paragraph (1), item (xi); hereinafter the same apples in this Article); and
当該銀行持株会社が、現に子会社対象会社以外の外国の会社を子会社としている子会社対象外国会社(第一項第六号から第十号まで及び第十四号に掲げる会社(同項第十号及び第十四号に掲げる会社にあつては、外国の会社に限る。)、持株会社(子会社対象会社を子会社としている会社に限る。第五十二条の二十四第一項において「特例持株会社」という。)又は外国の会社であつて持株会社と同種のもの若しくは持株会社に類似するもの(子会社対象会社を子会社としているものに限り、持株会社を除く。)をいう。以下この条において同じ。)又は外国特定金融関連業務会社(金融関連業務のうち内閣府令で定めるものを主として営む外国の会社をいい、第一項第十号に掲げる会社を除く。以下この条において同じ。)を子会社とすることにより子会社対象会社以外の外国の会社を子会社とする場合
if the foreign company not eligible to be a subsidiary company is a foreign specified finance-related services company (excluding the case set forth in the preceding item).
当該子会社対象会社以外の外国の会社が外国特定金融関連業務会社である場合(前号に掲げる場合を除く。)
The provisions of paragraph (3) apply mutatis mutandis if a bank holding company seeks to make a foreign specified finance-related services company (excluding one that a bank, etc. eligible to be a subsidiary company or another foreign specified financial service company actually has as its subsidiary company if the bank holding company seeks to make the bank, etc. eligible to be a subsidiary company or the other foreign specified finance-related services company its subsidiary company) its subsidiary company.
第三項の規定は、銀行持株会社が、外国特定金融関連業務会社(当該銀行持株会社が子会社対象銀行等又は他の外国特定金融関連業務会社を子会社としようとする場合における当該子会社対象銀行等又は他の外国特定金融関連業務会社が現に子会社としているものを除く。)を子会社としようとするときについて準用する。
Notwithstanding the provisions of paragraph (1), in the case falling under any of the items of paragraph (5), if a bank holding company obtains the approval of the Prime Minister, the bank holding company may continue to have a foreign company not eligible to be subsidiary company subject to the approval as its subsidiary company beyond the period referred to in paragraph (5).
If the case falls under any of the following items, the Prime Minister is to give the approval referred to in the preceding paragraph:
内閣総理大臣は、次の各号のいずれかに該当する場合には、前項の承認をするものとする。
in light of securing the competitiveness of a foreign company eligible to be a subsidiary company (limited to a company set forth in paragraph (1), items (vi) through (x) and item (xiv); the same applies in the following item) or a foreign specified finance-related services company that a bank holding company actually has as its subsidiary company (for a foreign specified finance-related services company, limited to competitiveness in the finance-related services performed by the foreign specified finance-related services company; the same applies in item (xiv)) or other circumstances, it is found to be necessary for the bank holding company to continue to have a foreign company not eligible to be a subsidiary company (excluding a foreign specified financial service company) as its subsidiary company; or
銀行持株会社が現に子会社としている子会社対象外国会社(第一項第六号から第十号まで及び第十四号に掲げる会社に限る。次号において同じ。)又は外国特定金融関連業務会社の競争力(外国特定金融関連業務会社にあつては、当該外国特定金融関連業務会社の営む金融関連業務における競争力に限る。同号において同じ。)の確保その他の事情に照らして、当該銀行持株会社が子会社対象会社以外の外国の会社(外国特定金融関連業務会社を除く。)を引き続き子会社とすることが必要であると認められる場合
in light of securing competitiveness of a foreign company eligible to be a subsidiary company or a foreign specified finance-related services company that a bank holding company actually has as its subsidiary company or other circumstances, it is found to be necessary for a foreign company not eligible to be a subsidiary company to continue to perform services other than finance-related services.
銀行持株会社が現に子会社としている子会社対象外国会社又は外国特定金融関連業務会社の競争力の確保その他の事情に照らして、外国特定金融関連業務会社が引き続き金融関連業務以外の業務を営むことが必要であると認められる場合
If a bank holding company falls under any of the following items, the Prime Minister may extend the period referred to in paragraph (5) or the period extended pursuant to the provisions of this paragraph, for up to one year, upon application by the bank holding company:
it is found that there is a compelling reason for the bank holding company being unable to take measures that is required to be taken so that the foreign company not eligible to be a subsidiary company which the bank holding company has as its subsidiary company will no longer be its subsidiary company by the last day of the period referred to in paragraph (5) or the period extended pursuant to the provisions of this paragraph, in light of situation of the financial market or capital market or other circumstances in the country where the head office or principal office of the foreign company not eligible to be a subsidiary company the bank holding company actually has as its subsidiary company is located or where the head office or principal office of the company eligible to be a subsidiary company that actually has that foreign company as its subsidiary company is located; and
it is found that there is a compelling reason for the bank holding company to continue to have as its subsidiary company the foreign company not eligible to be a subsidiary company which the bank holding company actually has as its subsidiary company, in order to execute the business of a foreign company eligible to be a subsidiary company or foreign specified finance-related services company which the bank holding company has made its subsidiary company.
当該銀行持株会社が子会社とした子会社対象外国会社又は外国特定金融関連業務会社の事業の遂行のため、当該銀行持株会社が現に子会社としている子会社対象会社以外の外国の会社を引き続き子会社とすることについてやむを得ない事情があると認められる場合
Notwithstanding the provisions of paragraph (1), if a foreign company eligible to be a subsidiary company or a foreign specified finance-related services company which a bank holding company actually has as its subsidiary company seeks to make a foreign company not eligible to be a subsidiary company (excluding a foreign specified finance-related services company; hereinafter the same applies in this paragraph) its subsidiary company, and the bank holding company obtains the authorization by the Prime Minister, the bank holding company may make the foreign company not eligible to be a subsidiary company subject to the authorization its subsidiary company.
The provisions of paragraph (1), paragraph (5), paragraph (6) and the preceding paragraph do not apply if a foreign company not eligible to be a subsidiary company becomes the subsidiary company of a bank holding company through the acquisition of shares or equity due to the enforcement of a security right, by a bank holding company or its subsidiary company, through the acquisition of shares or equity in a company set forth in paragraph (1), items (xi) through (xiii) by a bank holding company or its subsidiary company, or due to any other grounds specified by Cabinet Office Order; provided, however, that unless the bank holding company obtains the authorization by the Prime Minister to continue to have as its subsidiary company the foreign company not eligible to be a subsidiary company that has become its subsidiary company (excluding the bank, etc. eligible to be a subsidiary company that has become the bank holding company's subsidiary company or a foreign specified finance-related services company which another foreign specified financial service company actually has as its subsidiary company), the bank holding company must take the measures that is required to be taken so that the foreign company not eligible to be a subsidiary company will be no longer its subsidiary company by the last day of the one-year period that begins on the date on which the grounds (excluding the acquisition of shares or equity in a company set forth in items (xi) through (xiii) of that paragraph by a bank holding company or its subsidiary company or any other grounds specified by Cabinet Office Order) arose.
第一項、第五項、第六項及び前項の規定は、子会社対象会社以外の外国の会社が、銀行持株会社又はその子会社の担保権の実行による株式等の取得、銀行持株会社又はその子会社による第一項第十一号から第十三号までに掲げる会社の株式等の取得その他内閣府令で定める事由により当該銀行持株会社の子会社となる場合には、適用しない。ただし、当該銀行持株会社は、その子会社となつた子会社対象会社以外の外国の会社(当該銀行持株会社の子会社となつた子会社対象銀行等又は他の外国特定金融関連業務会社が現に子会社としている外国特定金融関連業務会社を除く。)を引き続き子会社とすることについて内閣総理大臣の認可を受けた場合を除き、当該子会社対象会社以外の外国の会社が当該事由(当該銀行持株会社又はその子会社による同項第十一号から第十三号までに掲げる会社の株式等の取得その他内閣府令で定める事由を除く。)の生じた日から一年を経過する日までに子会社でなくなるよう、所要の措置を講じなければならない。
The provisions of paragraph (3) apply mutatis mutandis if the bank holding company seeks to make a company set forth in one of the items of paragraph (1) which it actually has as its subsidiary company into a subsidiary company that falls under the company set forth in any other item of that paragraph (limited to a bank, etc. eligible to be a subsidiary company), or if the bank holding company seeks to make a company set forth in item (xiv) of that paragraph (limited to a company specified by Cabinet Office Order that there is no serious risk that the interests of the customers related to the services of the bank holding company or the company set forth in item (xiv) of that paragraph would be unjustly impaired by its services or that it satisfies other requirements) which it actually has as its subsidiary company into a subsidiary company that falls under the company set forth in that item (excluding the company specified by Cabinet Office Order).
Notwithstanding the provisions of paragraph (1), in the case falling under any of the following items, if a bank holding company obtains the approval of the Prime Minister, the bank holding company may continue to have a foreign company not eligible to be a subsidiary company subject to the approval as its subsidiary company:
the bank holding company seeks to make the company set forth in paragraph (1), item (x) which it actually has as its subsidiary company a foreign specified finance-related services company; and
現に子会社としている第一項第十号に掲げる会社を外国特定金融関連業務会社としようとする場合
the bank holding company seeks to make a foreign company which it actually has as its subsidiary company (limited to a company eligible to be a subsidiary company) a foreign company not eligible to be a subsidiary company (excluding the case prescribed in paragraph (5), item (ii), the cases prescribed in paragraph (10) and the main clause of paragraph (11), and the case set forth in the preceding item).
The provisions of paragraph (8) apply mutatis mutandis to the approval referred to in the preceding paragraph.
If a bank holding company comes to know that a company eligible to be a subsidiary company (other than a subsidiary company of that bank holding company or a company set forth in paragraph (1), item (xiv) (excluding a company specified by Cabinet Office Order; hereinafter the same applies in this paragraph)) in which the bank holding company or its subsidiary companies hold a number of voting rights that exceeds the maximum threshold for voting rights when the voting rights are combined has become a company set forth in that item, or comes to know any other fact specified by Cabinet Office Order, the bank holding company must take the measures that needs to be taken so that the company set forth in that item will no longer be a company in which the bank holding company and its subsidiary companies hold a number of voting rights that exceeds the maximum threshold for voting rights when the voting rights are combined by the last day of the one-year period that begins on the date on which the bank holding company has come to know of that fact, unless it obtains the authorization by the Prime Minister to continue to hold voting rights exceeding the maximum threshold for voting rights.
銀行持株会社は、当該銀行持株会社又はその子会社が合算してその基準議決権数を超える議決権を保有している子会社対象会社(当該銀行持株会社の子会社及び第一項第十四号に掲げる会社(内閣府令で定める会社を除く。以下この項において同じ。)を除く。)について、同号に掲げる会社となつたことその他内閣府令で定める事実を知つたときは、引き続きその基準議決権数を超える議決権を保有することについて内閣総理大臣の認可を受けた場合を除き、これを知つた日から一年を経過する日までに当該同号に掲げる会社が当該銀行持株会社又はその子会社が合算してその基準議決権数を超える議決権を保有する会社でなくなるよう、所要の措置を講じなければならない。
Article 52-23-2Special Provisions on the Scope of Subsidiary Companies of a Bank Holding Company
第五十二条の二十三の二(銀行持株会社の子会社の範囲等の特例)
Notwithstanding the provisions of paragraph (1) of the preceding Article, a bank holding company may have the following companies as its subsidiary company (excluding the subsidiary company of a bank which is the subsidiary company of the bank holding company; hereinafter referred to as a "specified bank holding company subsidiary"):
a company exclusively engaged in the services of a special subsidiary company (excluding the following companies):
特例子会社対象業務を専ら営む会社(次に掲げる会社を除く。)
a company exclusively engaged in the services set forth in paragraph (1), item (x), sub-item (a) or (b) of the preceding Article (limited to a company that performs the services set forth in sub-item (a) of that item (referred to as "dependent services" in the following paragraph)), which performs services for the business conducted by the bank holding company, its subsidiary company (limited to one that is a bank or a company set forth in paragraph (1), item (i) or (vi) of that Article), or any other person specified by Cabinet Office Order as similar to such a company; and
a company set forth in paragraph (1), items (xi) through (xiv) of the preceding Article;
前条第一項第十一号から第十四号までに掲げる会社
a company exclusively engaged in services in which a company set forth in the items of paragraph (1) of the preceding Article (excluding items (xi) through (xiv)) may engage in, or in the services of a special subsidiary company (excluding a company set forth in sub-item (b) of the preceding item).
前条第一項各号(第十一号から第十四号までを除く。)に掲げる会社が営むことができる業務及び特例子会社対象業務を専ら営む会社(前号ロに掲げる会社を除く。)
The term "services of a special subsidiary company" as used in the items of the preceding paragraph means services which are other than those which a company eligible to be a subsidiary company (excluding a company set forth in paragraph (1), items (xi) through (xiv) of the preceding Article) may engage in (excluding dependent services; hereinafter referred to as "specified services" in this paragraph), and which are specified by Cabinet Office Order as equivalent to services concerning purchase and sale of commodities prescribed in Article 10, paragraph (2), item (xiv) related to financial derivative transactions prescribed in that item and other specified services.
前項各号の「特例子会社対象業務」とは、子会社対象会社(前条第一項第十一号から第十四号までに掲げる会社を除く。)が営むことができる業務(従属業務を除く。以下この項において「特定業務」という。)以外の業務であつて、第十条第二項第十四号に規定する金融等デリバティブ取引に係る同号に規定する商品の売買その他の特定業務に準ずるものとして内閣府令で定めるものをいう。
A bank holding company must determine the services of the special subsidiary company (meaning the services of a special subsidiary company prescribed in the preceding paragraph; hereinafter the same applies in this Article and Article 65, item (xvii)) which the specified bank holding company subsidiary seeks to engage in and obtain the authorization by the Prime Minister in advance, when seeking to make a company set forth in the items of paragraph (1) its specified bank holding company subsidiary pursuant to the provisions of that paragraph.
The provisions of the preceding paragraph do not apply if a company set forth in the items of paragraph (1) becomes a specified bank holding company subsidiary of a bank holding company due to the grounds specified by Cabinet Office Order that are prescribed in paragraph (4) of the preceding Article; provided, however, that unless the bank holding company obtains the authorization by the Prime Minister to continue to have the company which has become its specified bank holding company subsidiary as its specified bank holding company subsidiary, the bank holding company must take the measures required to be taken so that the company will no longer be its specified bank holding company subsidiary by the last day of the one-year period that begins on the date on which the grounds arose.
The provisions of paragraph (3) apply mutatis mutandis if a bank holding company seeks to make a company set forth in the items of paragraph (1) which it has as a specified bank holding company subsidiary a specified bank holding company subsidiary that engages in the services of a special subsidiary company other than the services of a special subsidiary company to which the authorization referred to in paragraph (3) (including as applied mutatis mutandis pursuant to this paragraph) or the proviso to the preceding paragraph concerns.
Notwithstanding the provisions of paragraphs (1), (3) and (4) of the preceding Article, a certified bank holding company (meaning a bank holding company that has been granted the certification referred to in the following paragraph; the same applies in paragraph (8), paragraph (9), and Article 52-34-2, paragraph (1)) may make a company that is exclusively engaged in advanced special banking services (meaning the services in which a company set forth in paragraph (1), item (xiv) of the preceding Article may engage and which are specified by Cabinet Office Order; hereinafter the same applies in this Article, Article 52-34-2, paragraph (2) and Article 65, item (xvii)) its specified bank holding company subsidiary.
Upon application of a bank holding company, the Prime Minister certifies that the bank holding company satisfies the criteria specified by Cabinet Office Order as criteria that are found to be necessary for ensuring the sound and appropriate management of services of the bank holding company and a bank that is the subsidiary company of the bank holding company, and a specified bank holding company subsidiary that is exclusively engaged in special advanced banking services.
内閣総理大臣は、銀行持株会社の申請により、当該銀行持株会社が当該銀行持株会社並びに当該銀行持株会社の子会社である銀行及び特例銀行業高度化等業務を専ら営む持株特定子会社の業務の健全かつ適切な運営を確保するために必要と認められる基準として内閣府令で定めるものに適合することについて、認定を行う。
If a certified bank holding company seeks to make a company that is exclusively engaged in special advanced banking services its specified bank holding company subsidiary pursuant to the provisions of paragraph (6) (for a company that is exclusively engaged in special advanced banking services which is specified by Cabinet Office Order, if the certified bank holding company or its subsidiary company seeks to acquire or hold voting rights in that company that cause the number of voting rights to exceed the maximum threshold for voting rights when the voting rights are combined), the certified bank holding company must specify the special advanced banking services that the company seeks to engage in in advance and notify the Prime Minister of the services.
The provisions of the preceding paragraph do not apply if a company that is exclusively engaged in special advanced banking services becomes a certified bank holding company's specified bank holding company subsidiary (for a company specified by Cabinet Office Order that is prescribed in the preceding paragraph, the company in which the bank holding company or its subsidiary companies hold a number of voting rights that exceeds the maximum threshold for voting rights when the voting rights are combined; hereinafter the same applies in this paragraph and the following paragraph) due to the grounds specified by Cabinet Office Order that are prescribed in paragraph (4) of the preceding Article; provided, however, that unless the certified bank holding company notifies the Prime Minister that it will continue to have the company which has become its specified bank holding company subsidiary as its specified bank holding company subsidiary, the certified bank holding company must take the measures required to be taken so that the company will no longer be its specified bank holding company subsidiary by the last day of the one-year period that begins on the date on which the grounds arose.
When a bank holding company has made a company eligible to be a special subsidiary company (meaning the company set forth in the items of paragraph (1) or a company that is exclusively engaged in special advanced banking services; the same applies hereinafter) a specified bank holding company subsidiary pursuant to the provisions of paragraph (1) or (6), the bank holding company must take the measures required to be taken in order to satisfy the requirements specified by Cabinet Office Order as those that are found to be necessary for ensuring the sound and appropriate management of services at a bank that is the subsidiary company of the bank holding company, by taking into account the contents of the services in which that specified bank holding company subsidiary engages and other circumstances.
The provisions of the preceding paragraph do not apply to the cases prescribed in the main clause of paragraph (4) and the main clause of paragraph (9) (excluding the case in which the bank holding company continues to have as its specified bank holding company subsidiary the company eligible to be a special subsidiary company that has become its specified bank holding company subsidiary with the authorization by the Prime Minister pursuant to the proviso to paragraph (4), and the case in which the bank holding company continues to have as its specified bank holding company subsidiary the company eligible to be a special subsidiary company that has become its specified bank holding company subsidiary (in case of a company specified by Cabinet Office Order as prescribed in paragraph (8), the company in which the bank holding company or its subsidiary companies hold a number of voting rights that exceeds the maximum threshold for voting rights when the voting rights are combined; hereinafter the same applies in this paragraph and Article 52-23-2, paragraph (2)) by filing a notification under the provisions of the proviso to paragraph (9)).
Article 52-24Restriction on Acquisition of Voting Rights by Bank Holding Companies
第五十二条の二十四(銀行持株会社等による議決権の取得等の制限)
It is prohibited for a bank holding company or its subsidiary company to acquire or hold voting rights in a domestic company (excluding a bank, a company set forth in any of Article 52-23, paragraph (1), items (i) through (v), item (x), item (xii), item (xiv) and item (xv) (in the case of the company set forth in item (xii) of that paragraph, excluding a company under special business revitalization process), a special holding company (limited to one which the bank holding company has as its subsidiary company), a company eligible to be a special subsidiary company, or a company subject to special provisions; hereinafter the same applies in the following paragraph through paragraph (6)) that cause the number of voting rights held by the bank holding company or its subsidiary companies to exceed the maximum threshold for voting rights when combined (meaning the number of voting rights that is arrived at when the total shareholder or investor voting rights in the domestic company is multiplied by fifteen percent; the same applies hereinafter in this Article and Article 65, item (xvii)).
The provisions of the preceding paragraph do not apply if a bank holding company or its subsidiary companies come to acquire or hold voting rights in a domestic company that exceed the maximum threshold for voting rights held through the acquisition of shares or equity due to the enforcement of a security right by the bank holding company or its subsidiary companies, or other grounds specified by Cabinet Office Order; provided, however, that unless the bank holding company obtains the approval of the Prime Minister in advance, the bank holding company or its subsidiary companies are prohibited from holding the part of the number of voting rights that they have come to acquire or hold in excess of the maximum threshold for voting rights when the voting rights are combined, after one year has passed since the day on which they came to acquire or hold those voting rights.
In the case referred to in the proviso to the preceding paragraph, it is prohibited for the part of the number of voting rights in a domestic company that a bank holding company or its subsidiary companies have come to acquire or hold which exceeds fifty percent of the total shareholder or investor voting rights in that company when the voting rights are combined, to be made subject to the approval referred to in that paragraph that the Prime Minister gives; and if the Prime Minister gives the approval referred to in the preceding paragraph, this must be given on condition that the bank holding company or its subsidiary companies promptly dispose of the part of the voting rights they have come to acquire or hold in excess of the maximum threshold for voting rights.
Notwithstanding the provisions of paragraph (1), in the case prescribed in any of the following items, even if the voting rights in a domestic company that a bank holding company or its subsidiary companies have held as of the day specified in the relevant item or come to hold on that day exceed the maximum threshold for voting rights, the bank holding company or its subsidiary companies may hold those voting rights in excess of the maximum threshold for voting rights, from that day forward; provided, however, that the Prime Minister must not grant the authorization provided for in the following items when, in the case set forth each of those items, the bank holding company and its subsidiary companies have held or come to hold a number of voting rights in a domestic company that exceeds fifty percent of the total shareholder or investor voting rights in that company when the voting rights are combined:
a company that has obtained the authorization referred to in Article 52-17, paragraph (1) becomes the bank holding company:the day it has become that bank holding company;
第五十二条の十七第一項の認可を受けた会社が当該銀行持株会社になつたとき その銀行持株会社になつた日
the bank holding company is incorporated under the authorization referred to in Article 52-17, paragraph (1):the day it is incorporated;
第五十二条の十七第一項の認可を受けて当該銀行持株会社が設立されたとき その設立された日
a specified holding company becomes the bank holding company by obtaining the authorization referred to in the proviso to Article 52-17, paragraph (3):the day it has obtained the authorization;
特定持株会社が第五十二条の十七第三項ただし書の認可を受けて当該銀行持株会社になつたとき その認可を受けた日
the bank holding company has made a bank, etc. eligible to be a subsidiary company its subsidiary company by obtaining the authorization referred to in Article 52-23, paragraph (3) (limited to the case specified by Cabinet Office Order):the day it has made that bank its subsidiary company;
第五十二条の二十三第三項の認可を受けて当該銀行持株会社が子会社対象銀行等を子会社としたとき(内閣府令で定める場合に限る。) その子会社とした日
the bank holding company implemented a merger by obtaining the authorization referred to in Article 52-35, paragraph (1) (limited to the case in which the bank holding company survives the merger):the day it implemented the merger;
当該銀行持株会社が第五十二条の三十五第一項の認可を受けて合併をしたとき(当該銀行持株会社が存続する場合に限る。) その合併をした日
the bank holding company succeeds to a business in an absorption-type company split by obtaining the authorization referred to in Article 52-35, paragraph (2) (limited to the case specified by Cabinet Office Order):the day the absorption-type company split is implemented;
当該銀行持株会社が第五十二条の三十五第二項の認可を受けて吸収分割により事業を承継したとき(内閣府令で定める場合に限る。) その吸収分割をした日
the bank holding company makes a business acquisition by obtaining the authorization referred to in Article 52-35, paragraph (3) (limited to the case specified by Cabinet Office Order):the day it acquired the business.
当該銀行持株会社が第五十二条の三十五第三項の認可を受けて事業の譲受けをしたとき(内閣府令で定める場合に限る。) その事業の譲受けをした日
When giving the authorization provided for in the items of the preceding paragraph, the Prime Minister must give this on condition that the bank holding company or its subsidiary companies dispose of the part of the voting rights in the domestic company that it has held on the day specified in the each of those items or will come to hold on that day that will cause the number of voting rights to exceed the maximum threshold for voting rights when the voting rights are combined, in accordance with the criteria set by the Prime Minister, by the last day of the five-year period that begins on that day.
If a bank holding company or its subsidiary companies come to hold a number of voting rights in a domestic company that exceeds the maximum threshold for voting rights when the voting rights are combined, the bank holding company is deemed to be the one that has acquired or holds the part of the voting rights that is in excess.
In the case referred to in any of the preceding paragraphs, a specified subsidiary company is deemed not to be the subsidiary company of a bank holding company concerning the acquisition or holding of voting rights in a company set forth in Article 52-23, paragraph (1), item (xi), a company under special business revitalization process, or a company set forth in item (xiii) of that paragraph.
The term "company subject to special provisions" as used in paragraph (1) means a company specified by Cabinet Office Order as a company engaged in business activities that are found to contribute to regional development (limited to the case in which the company does not fall under a company set forth in Article 52-23, paragraph (1), item (xiii) and the number of voting rights in the company that are held by the bank holding company or those of its subsidiary companies that are not specified subsidiary companies does not exceed the maximum threshold for voting rights when the voting rights are combined) and a company that has a unique relationship specified by Cabinet Office Order with the company set forth in paragraph (1), items (xi) through (xiii) of that Article (limited to a company that is a subsidiary company of the bank holding company).
第一項の「特例対象会社」とは、地域の活性化に資すると認められる事業活動を行う会社として内閣府令で定める会社(第五十二条の二十三第一項第十三号に掲げる会社に該当しないものであつて、当該銀行持株会社又はその特定子会社以外の子会社が、合算してその基準議決権数を超える議決権を保有していないものに限る。)及び同条第一項第十一号から第十三号までに掲げる会社(銀行持株会社の子会社であるものに限る。)と内閣府令で定める特殊の関係のある会社をいう。
The provisions of Article 2, paragraph (11) apply mutatis mutandis to voting rights that a bank holding company or its subsidiary company acquires or holds in the case referred to in the preceding paragraphs.
Article 52-25Ensuring Soundness in Management of Banks Related to Bank Holding Companies
第五十二条の二十五(銀行持株会社に係る銀行の経営の健全性の確保)
In order to contribute to the sound management of a bank's services, the Prime Minister may establish the criteria for a bank holding company to use in order to determine whether the adequacy of equity capital of the bank holding company and its subsidiary company is appropriate in light of the assets owned by the bank holding company and its subsidiary companies, and companies that have a unique relationship specified by Cabinet Office Order with the bank holding company (hereinafter referred to as "subsidiary company, etc." in this Section) and serve as a reference for determining the soundness of bank management.
Subsection 3 Accounting
第三款 経理
Article 52-26Business Year of Bank Holding Companies
第五十二条の二十六(銀行持株会社の事業年度)
The business year of a bank holding company is from April 1 to March 31 of the following year.
銀行持株会社の事業年度は、四月一日から翌年三月三十一日までとする。
Article 52-27Business Reports of Bank Holding Companies
第五十二条の二十七(銀行持株会社に係る業務報告書等)
Each business year, a bank holding company must prepare an interim business report for the interim period of the business year that is a part of the relevant business year and a business report for the entire business year which state the status of business and property of the bank holding company and its subsidiary companies, etc. on a consolidated basis, and submit those reports to the Prime Minister.
The particulars to be stated in the interim business report and the business report, the due dates for submission, and any other necessary particulars concerning those reports are specified by Cabinet Office Order.
中間業務報告書及び業務報告書の記載事項、提出期日その他これらの報告書に関し必要な事項は、内閣府令で定める。
Article 52-28Public Notice of the Balance Sheets of Bank Holding Companies
第五十二条の二十八(銀行持株会社に係る貸借対照表等の公告等)
Each business year, a bank holding company must prepare a balance sheet and a profit and loss statement for the interim period of the business year which entries are made for the bank holding company and its subsidiary companies, etc. on a consolidated basis (hereinafter referred to as an "interim consolidated balance sheet, etc." in this Article), and prepare a balance sheet and a profit and loss statement for the entire business year (hereinafter referred to as a "consolidated balance sheet, etc." in this Article), pursuant to the provisions of Cabinet Office Order.
Interim consolidated balance sheet, etc. and consolidated balance sheet, etc. may be prepared as electronic or magnetic records.
中間連結貸借対照表等及び連結貸借対照表等は、電磁的記録をもつて作成することができる。
A bank holding company must issue public notice of its interim consolidated balance sheet, etc. within three months after the end of the interim period of the business year, and of its consolidated balance sheet, etc. within three months after the end of the business year, pursuant to the provisions of Cabinet Office Order; provided, however, that if it is not possible for a bank holding company to issue public notice of these documents within the three-month period due to compelling reasons, the bank holding company may postpone the issue of public notice, with the approval of the Prime Minister.
銀行持株会社は、内閣府令で定めるところにより、その中間事業年度経過後三月以内に中間連結貸借対照表等を、その事業年度経過後三月以内に連結貸借対照表等を公告しなければならない。ただし、やむを得ない理由により当該三月以内にこれらの書類の公告をすることができない場合には、内閣総理大臣の承認を受けて、当該公告を延期することができる。
Notwithstanding the provisions of the preceding paragraph, it is sufficient for a bank holding company that uses the means of public notice set forth in Article 57, item (i) to issue public notice that gives an overview of the interim consolidated balance sheet, etc. and consolidated balance sheet, etc., pursuant to the provisions of Cabinet Office Order. In such a case, the provisions of the proviso to the preceding paragraph apply mutatis mutandis.
Pursuant to the provisions of Cabinet Office Order, a bank holding company prescribed in the preceding paragraph may take a measure that uses electronic or magnetic means to make the interim consolidated balance sheet, etc. available to many and unspecified persons within three months after the end of the interim period of the business year, and to make the information contained in the consolidated balance sheet, etc. available to many and unspecified persons within three months after the end of the business year, for a continuous period of five years. In such a case, the bank is deemed to have issued the public notice under the provisions of paragraph (3).
The provisions of the preceding paragraphs do not apply to a bank holding company that is required to submit an annual securities report to the Prime Minister pursuant to the provisions of Article 24, paragraph (1) (Submission of Annual Securities Reports) of the Financial Instruments and Exchange Act.
第五十二条の二十九(銀行持株会社に係る業務及び財産の状況に関する説明書類の縦覧等)
Each business year, a bank holding company must prepare explanatory documents for the interim period of the business year that is a part of the business year, which state the particulars specified by Cabinet Office Order as relevant to the status of business and property of the bank holding company and its subsidiary companies, etc. on a consolidated basis, prepare explanatory documents for the entire business year which state these particulars on a consolidated basis, keep those documents at the business offices (excluding unmanned business offices and other offices specified by Cabinet Office Order; the same applies in paragraph (3)) of the banks which are subsidiary companies of the bank holding company, and make those documents available for public inspection. The same applies to the documents prepared pursuant to the provisions of paragraph (1) of the preceding Article.
Explanatory documents for the interim period of the business year and those for the entire business year provided in the first sentence of the preceding paragraph may be prepared as electronic or magnetic records.
If the explanatory documents for the interim period of the business year and those for the entire business year which are provided for in the first sentence of paragraph (1) or the documents provided for in the second sentence of that paragraph have been prepared as electronic or magnetic records, the bank holding company may take a measure that is specified by Cabinet Office Order as a measure that uses electronic or magnetic means to make the information recorded in an electronic or magnetic record available to many and unspecified persons at the business offices of the banks that are subsidiary companies of the bank holding company. In such a case, the bank holding company is deemed to have kept the explanatory documents for the interim period of the business year and those for the entire business year which are provided for in the first sentence of paragraph (1) or the documents provided for in the second sentence of that paragraph and have made them available for public inspection pursuant to the provisions of that paragraph.
Beyond what is provided for in the preceding three paragraphs, Cabinet Order prescribes the period of time during which explanatory documents for the interim period of the business year that is a part of the business year and those for the entire business year which are referred to in the first sentence of paragraph (1) and the documents referred to in the second sentence of that paragraph are made available for public inspection and the particulars necessary for the application of those provisions.
In addition to what is provided for in the preceding paragraphs, a bank holding company must endeavor to disclose information which is to serve as a reference for the depositors and other customers of the banks that are its subsidiary companies to learn the status of business and property of the bank holding company and its subsidiary companies, etc.
Article 52-30Particulars to be Stated in the Business Report of Bank Holding Companies
第五十二条の三十(銀行持株会社の事業報告等の記載事項等)
The particulars to be stated or recorded in business reports and annexed detailed statements which a bank holding company prepares pursuant to the provisions of Article 435, paragraph (2) (Preparation and Retention of Financial Statements) of the Companies Act are specified by Cabinet Office Order.
銀行持株会社が会社法第四百三十五条第二項(計算書類等の作成及び保存)の規定により作成する銀行持株会社の事業報告及び附属明細書の記載事項又は記録事項は、内閣府令で定める。
Subsection 4 Supervision
第四款 監督
Article 52-31Making Reports or Submitting Materials by Bank Holding Companies
第五十二条の三十一(銀行持株会社等による報告又は資料の提出)
If the Prime Minister finds it to be necessary for ensuring the sound and appropriate management of a bank's services, the Prime Minister may request the bank holding company that has a bank as its subsidiary company to report or submit materials that are to serve as a reference for the status of business and property of that bank.
If the Prime Minister requests a bank to make a report or submit materials pursuant to the provisions of Article 24, paragraph (1) or requests the bank holding company that has the bank as its subsidiary company to make a report or submit materials pursuant to the provisions of the preceding paragraph, and finds it to be particularly necessary, the Prime Minister may, to the extent necessary, ask the subsidiary corporation, etc. of that bank holding company (meaning a subsidiary company or a corporation specified by Cabinet Office Order as a corporation whose management is controlled by that bank holding company, and excluding the bank in question; the same applies in the following paragraph and paragraphs (2) and (5) of the following Article) or the person that a bank holding company has entrusted with its services (including a person further entrusted by that entrusted person (including entrustment at two or more degrees of separation from the original entrustment); the same applies in the following paragraph, and paragraphs (2) and (5) of the following Article) to make a report or submit materials that are to serve as a reference for the status of business or property of that bank or bank holding company.
内閣総理大臣は、第二十四条第一項の規定により銀行に対して報告又は資料の提出を求め、及び前項の規定により当該銀行を子会社とする銀行持株会社に対して報告又は資料の提出を求める場合において、特に必要があると認めるときは、その必要の限度において、当該銀行持株会社の子法人等(子会社その他銀行持株会社がその経営を支配している法人として内閣府令で定めるものをいい、当該銀行を除く。次項並びに次条第二項及び第五項において同じ。)又は当該銀行持株会社から業務の委託を受けた者(その者から委託(二以上の段階にわたる委託を含む。)を受けた者を含む。次項並びに次条第二項及び第五項において同じ。)に対し、当該銀行又は当該銀行持株会社の業務又は財産の状況に関し参考となるべき報告又は資料の提出を求めることができる。
The subsidiary corporation, etc. of a bank holding company or the person that a bank holding company has entrusted with its services may refuse to make a report or submit materials pursuant to the provisions of the preceding paragraph if it has legitimate grounds for doing so.
Article 52-32On-Site Inspection of Bank Holding Companies
第五十二条の三十二(銀行持株会社等に対する立入検査)
If the Prime Minister finds it to be necessary for ensuring the sound and appropriate management of a bank's services, the Prime Minister may have relevant officials enter the business office or other facilities of the bank holding company that has a bank as its subsidiary company, have those officials ask questions about the status of business or property of the bank or the bank holding company, and have them inspect the books, documents, and any other articles of the bank holding company.
In entering a facility, conducting questioning or inspection at a bank pursuant to the provisions of Article 25, paragraph (1), or entering a facility, conducting questioning, or inspection at the bank holding company that has the bank as its subsidiary company pursuant to the provisions of the preceding paragraph, if the Prime Minister finds it to be particularly necessary, the Prime Minister may, to the extent necessary, have relevant officials enter the business office or other facilities of a subsidiary corporation, etc. of the bank holding company or the business office or other facilities of the person that a bank holding company has entrusted with its services, have those officials ask questions about any particulars that are required in relation to the questioning or inspection of the bank or the bank holding company, and have them inspect its books, documents, and any other objects.
In the case referred to in the preceding two paragraphs, the officials must carry an identification card, and must present it if a person concerned requests them to do so.
前二項の場合において、当該職員は、その身分を示す証明書を携帯し、関係人の請求があつたときは、これを提示しなければならない。
The authority under paragraph (1) or (2) must not be construed as being granted for criminal investigation purposes.
The provisions of paragraph (3) of the preceding Article apply mutatis mutandis to the questioning and inspection pursuant to the provisions of paragraph (2) of the subsidiary corporation, etc. of a bank holding company or of the person that a bank holding company has entrusted with its services.
Article 52-33Requesting Bank Holding Companies to Submit an Improvement Plan
第五十二条の三十三(銀行持株会社に対する改善計画の提出の求め等)
If the Prime Minister finds it to be particularly necessary for ensuring the sound and appropriate management of services of a bank that is the subsidiary company of a bank holding company, in light of the status of business of the bank holding company or the status of property of the bank holding company and its subsidiary companies, etc., the Prime Minister may indicate to the bank holding company the particulars for which measures are required to be taken and the due date for taking them, request it to submit an improvement plan for ensuring soundness in bank management, or order it to change the improvement plan that has been submitted, or may order measures that are necessary for supervision to be taken, to the extent necessary.
An order pursuant to the provisions of the preceding paragraph (including the request to submit an improvement plan; the same applies in the following paragraph) that is issued when it is found necessary to do so in light of adequacy in the equity capital of the bank holding company and its subsidiary companies, etc. must be an order specified by Cabinet Office Order or Ministry of Finance Order in accordance with the category of adequacy in the equity capital of the bank holding company and its subsidiary companies, etc., as specified by Cabinet Office Order or Ministry of Finance Order.
If the Prime Minister has issued the order pursuant to the provisions of paragraph (1) to a bank holding company, and finds it to be particularly necessary in light of the implementation status of the measures under that order, the Prime Minister may order a bank that is the subsidiary company of the bank holding company to take the necessary measures for ensuring the sound and appropriate management of its services.
Article 52-34Revocation of the Authorization for Bank Holding Companies
第五十二条の三十四(銀行持株会社に係る認可の取消し等)
If a bank holding company violates laws and regulations, its articles of incorporation, or a disposition by the Prime Minister based on the applicable laws and regulations, or commits an act that harms the public interest, the Prime Minister may order the bank holding company to dismiss its director, executive officer, accounting advisor, company auditor, or accounting auditor, order to take other measures that are necessary for supervision, or revoke the authorization referred to in Article 52-17, paragraph (1) or the proviso to Article 52-17, paragraph (3) for the bank holding company, or may order a bank that is the subsidiary company of that bank holding company to suspend all or part of its services. In such a case, the authorization for incorporation referred in paragraph (1) of that Article is deemed to have been granted to the bank holding company incorporated by obtaining that authorization.
If a bank holding company has its authorization referred to in Article 52-17, paragraph (1) or the proviso to Article 52-17, paragraph (3) revoked pursuant to the provisions of the preceding paragraph, it must take measures that is required to be taken so that it is no longer a holding company that has a bank as its subsidiary company, within the period designated by the Prime Minister.
If the measures provided for in the preceding paragraph are taken, and the company that has taken the measures is still the holder of a number of voting rights in the bank which is equal to or greater than the major shareholder threshold, the day on which those measures are taken is deemed to be the date on which the ground referred to in those provisions arose, and the provisions of Article 52-9, paragraph (2) apply.
前項に規定する措置が講じられた場合において、当該措置を講じた会社がなお銀行の主要株主基準値以上の数の議決権の保有者であるときは、当該措置を講じた日を第五十二条の九第二項に規定する事由の生じた日とみなして、同項の規定を適用する。
If a holding company that has a bank as its subsidiary company falls under one of the following items and the Prime Minister finds it to be necessary, the Prime Minister may order the bank that is the subsidiary company of the holding company to suspend all or part of its services:
it became a holding company that has a bank as its subsidiary company through one of the transactions or actions set forth in the items of Article 52-17, paragraph (1), without obtaining the authorization referred to in the items of that paragraph;
第五十二条の十七第一項の認可を受けずに同項各号に掲げる取引又は行為により銀行を子会社とする持株会社になつたもの
it was incorporated as a holding company that has a bank as its subsidiary company without obtaining the authorization referred to in Article 52-17, paragraph (1);
第五十二条の十七第一項の認可を受けずに銀行を子会社とする持株会社として設立されたもの
it remains a holding company that has a bank as its subsidiary company after the last day of the grace period referred to in Article 52-17, paragraph (3), without obtaining the authorization referred to in the proviso to that paragraph; or
第五十二条の十七第三項ただし書の認可を受けることなく同項の猶予期限日後も銀行を子会社とする持株会社であるもの
it is a holding company that has had the authorization referred to in Article 52-17, paragraph (1) or the proviso to Article 52-17, paragraph (3) revoked pursuant to the provisions of paragraph (1), has not taken the measures under paragraph (2), and still has a bank as its subsidiary company after the expiration of the period designated by the Prime Minister as prescribed in that paragraph.
Article 52-34-2Revocation of Certification of Certified Bank Holding Companies
第五十二条の三十四の二(認定銀行持株会社の認定の取消し等)
If the Prime Minister finds that a certified bank holding company no longer satisfies the criteria prescribed in Article 52-23-2, paragraph (7), the Prime Minister may order the certified bank holding company to take measures necessary to satisfy the criteria by indicating the due date by which it is required to take the measures, or revoke the certification referred to in that paragraph.
内閣総理大臣は、認定銀行持株会社が第五十二条の二十三の二第七項に規定する基準に適合しなくなつたと認めるときは、当該認定銀行持株会社に対し、措置を講ずべき期限を示して、当該基準に適合させるために必要な措置をとるべき旨の命令をし、又は同項の認定を取り消すことができる。
Unless a bank holding company whose certification referred to in Article 52-23-2, paragraph (7) has been revoked pursuant to the provisions of the preceding paragraph obtains the authorization by the Prime Minister to continue to have as its specified bank holding company subsidiary the company which is engaged in special advanced banking services and which the bank holding company has as its specified bank holding company subsidiary, the bank holding company is required to take the measures that is required to be taken so that the company is no longer its specified bank holding company subsidiary by the last day of the one-year period that begins on the date of revocation of the certification.
前項の規定により第五十二条の二十三の二第七項の認定を取り消された銀行持株会社は、その持株特定子会社としている特例銀行業高度化等業務を専ら営む会社を引き続き持株特定子会社とすることについて内閣総理大臣の認可を受けた場合を除き、当該認定を取り消された日から一年を経過する日までに当該会社が持株特定子会社でなくなるよう、所要の措置を講じなければならない。
Subsection 5 Miscellaneous Provisions
第五款 雑則
第五十二条の三十五(銀行持株会社に係る合併、会社分割又は事業の譲渡若しくは譲受けの認可)
A merger in which bank holding companies are all or some of the parties (limited to a merger in which a company that was a bank holding company before the merger survives as a bank holding company after the merger) does not become effective without the authorization by the Prime Minister.
銀行持株会社を全部又は一部の当事者とする合併(当該合併前に銀行持株会社であつた一の会社が当該合併後も銀行持株会社として存続するものに限る。)は、内閣総理大臣の認可を受けなければ、その効力を生じない。
Except as specified by Cabinet Order, a company split to which a bank holding company is a party (limited to a company split in which the bank holding company that has its business succeeded to or the bank holding company that succeeds to a business continues to exist as a bank holding company after the company split) does not become effective without the authorization by the Prime Minister.
銀行持株会社を当事者とする会社分割(当該会社分割により事業を承継させた銀行持株会社又は当該会社分割により事業を承継した銀行持株会社が、その会社分割後も引き続き銀行持株会社であるものに限る。)は、政令で定めるものを除き、内閣総理大臣の認可を受けなければ、その効力を生じない。
Except as specified by Cabinet Order, a business transfer or acquisition in which a bank holding company transfers or acquires all or a part of its business (limited to a transfer or acquisition in which the bank holding company that transfers or acquires the business continues to exist as a bank holding company even after the transfer or acquisition) does not become effective without the authorization by the Prime Minister.
銀行持株会社を当事者とする事業の全部又は一部の譲渡又は譲受け(当該事業の譲渡又は譲受けをした銀行持株会社が、その譲渡又は譲受け後も引き続き銀行持株会社であるものに限る。)は、政令で定めるものを除き、内閣総理大臣の認可を受けなければ、その効力を生じない。
The provisions of Article 52-18, paragraph (1) apply mutatis mutandis when an application for the authorization referred to in one of the preceding three paragraphs is filed.
第五十二条の十八第一項の規定は、前三項の認可の申請があつた場合について準用する。